ENTRAVISION COMMUNICATIONS CORP

1. BASIS OF PRESENTATION

Presentation

The condensed consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements and the notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 included in the Company’s 2025 Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"). The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2026 or any other future period.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company is a media and advertising technology company.

The Company's media business owns and operates one of the largest groups of Spanish-language television and radio stations in the United States. Its mission is to serve its Latino audience as a trusted provider of news, information, and entertainment. The Company serves its advertisers by providing marketing capabilities across broadcast and digital media.

The Company's advertising technology & services (ATS) business empowers advertisers, primarily mobile app developers, to grow their businesses globally. The Company provides advertising solutions through two brands. Smadex is a programmatic demand-side platform, which uses proprietary artificial intelligence (AI) to automate media buying. Adwake is a performance-based digital marketing agency.

The Company has organized its operations intotwo reportable segments. Its media segment includes its television, radio and digital marketing operations. Its ATS segment consists of Smadex and Adwake.

In 2024 the Company discontinued and divested a significant portion of its operations, which largely consisted of a collection of acquisitions that had been completed prior to 2024. The Company had a de minimis net loss from discontinued operations, net of tax for the nine-month period ended September 30, 2025.

Assets Held for Sale

In March 2025, the Company entered into a letter of intent to sell the assets of itstwo Mexico television stations. The assets constituting station XHAS, located in Tijuana, Mexico, and the assets constituting station XHDTV, located in Tecate, Mexico, had an initial agreed upon purchase price of $4.7 million. As initially contemplated, the sale was to include all assets necessary for the buyer to operate the stations, consisting of the broadcast licenses and fixed assets. These assetsmet the criteria for classification as assets held for sale. The carrying value of the two stations exceeded the agreed upon purchase price and, accordingly, the Company recorded an impairment charge of $23.7 million during the three-month period ended March 31, 2025 related to the broadcast licenses with a carrying value of $28.0 million and the fixed assets of the two stations with a carrying value of $0.4 million.

As part of ongoing negotiations, during the third quarter of 2025, the purchase price was reduced by $1.7 million, to $3.0 million. Also, additional assets with a carrying value of $3.8 million were included in the transaction, without an increase in the purchase price. As a result of these changes, the Company recorded an additional impairment charge of $5.5 million during the three-month period ended September 30, 2025. The parties signed a definitive agreement for the transaction on these revised financial terms in January 2026, and the transaction closed in September 2026.

In June 2025, the Company’s management decided to sell three of its owned office buildings in Corpus Christi, Texas, El Centro, California and Midland, Texas. The sales would include the buildings and all related building improvements, land and land improvements. These assets met the criteria for classification as assets held for sale. The carrying amount of each of the buildings and related fixed assets were lower than the fair value less cost to sell.

In June 2026, the Company completed the sale of the office building in El Centro, California, which had a carrying value of $1.8 million, for a purchase price of $1.9 million, net of selling costs.

The carrying amounts of the Corpus Christi, Texas and Midland, Texas buildings totaling $0.6 million are presented as Assets Held for Sale in the Consolidated Balance Sheet as of September 30, 2026.

Restricted Cash

As of September 30, 2026 and December 31, 2025, the Company’s balance sheet includes $0.8 million in restricted cash, which was deposited into a separate account as collateral for the Company’s letters of credit.

The Company's cash and cash equivalents and restricted cash, as presented in the Condensed Consolidated Statements of Cash Flows, was as follows (in thousands):

Related Parties

Substantially all of the Company’s television stations are Univision- or UniMás-affiliated television stations. On October 2, 2017, the Company entered into the current affiliation agreement which superseded and replaced its prior affiliation agreements with TelevisaUnivision. Additionally, on the same date, the Company entered into a proxy agreement and marketing and sales agreement with TelevisaUnivision, each of which superseded and replaced the prior comparable agreements with TelevisaUnivision. The term of each of these current agreements was scheduled to expire on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations. On October 5, 2026, TelevisaUnivision and the Company extended each of these agreements on their respective current terms for three months, until March 31, 2027. The extension term of each agreement renews automatically for successive three-month periods unless either party gives 30 days' notice that the agreements will not be further renewed.

The network affiliation agreement with TelevisaUnivision provides certain of the Company’s owned stations the exclusive right to broadcast TelevisaUnivision’s primary Univision network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by TelevisaUnivision.

Under the network affiliation agreement, TelevisaUnivision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to TelevisaUnivision relating to sales of all advertising for broadcast on its Univision- and UniMás-affiliate television stations.

During the three-month periods ended September 30, 2026 and 2025, the amount the Company paid TelevisaUnivision in this capacitywas $1.5 millionand $1.2 million, respectively. During the nine-month periods ended September 30, 2026 and 2025, the amount the Company paid TelevisaUnivision in this capacity was $3.7 millionand $3.7 million, respectively. These amounts were included in Direct Operating Expenses in the Company's Condensed Consolidated Statements of Operations.

Under the Company’s current proxy agreement with TelevisaUnivision, the Company grants TelevisaUnivision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by TelevisaUnivision with respect to retransmission consent agreements entered into with multichannel video programming distributors (“MVPDs”). As of September 30, 2026, the amount due to the Company from TelevisaUnivisionwas $9.4 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended September 30, 2026 and 2025, retransmission consent revenue accounted for $7.9 million and $7.4 million, respectively, of which $5.7 million and $5.2 million, respectively, relate to the TelevisaUnivision proxy agreement. During the nine-month periods ended September 30, 2026 and 2025, retransmission consent revenue accounted for $24.4 million and $23.2 million, respectively, of which $17.4 million and $16.1 million, respectively, relate to the TelevisaUnivision proxy agreement.

The Company also generates revenue under two marketing and sales agreements with TelevisaUnivision, which give it the right to manage the marketing and sales operations of TelevisaUnivision-owned Univision affiliates in three markets – Albuquerque, Boston and Denver.

TelevisaUnivision currently owns approximately 10% of the Company’s common stock on a fully-converted basis. The Company’s Class U common stock, all of which is held by TelevisaUnivision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer of such shares of Class U common stock to a third party that is not an affiliate of TelevisaUnivision. In addition, as the holder of all of the Company’s issued and outstanding Class U common stock, so long as TelevisaUnivision holds a certain number of shares of Class U common stock, the Company may not, without the consent of TelevisaUnivision, merge, consolidate or enter into a business combination, dissolve or liquidate the Company or dispose of any interest in any FCC license with respect to television stations which are affiliates of TelevisaUnivision, among other things.

On February 1, 2026, the Company entered into a Simple Agreement for Future Equity ("SAFE") with LATV Networks, LLC ("LATV"), a related party in which the Company has held 15% of the stock since July 2022. Under the terms of the SAFE, the Company invested $0.4 million, which provides the Company the right to receive future equity units of LATV at a discount upon the occurrence of certain financing or liquidity events.

Stock-Based Compensation

The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the condensed consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s condensed consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.

Restricted Stock Units

Stock-based compensation expense related to restricted stock units ("RSUs") is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years.

During the nine-month period ended September 30, 2026, the Company had the following non-vested RSU activity (in thousands, except grant date fair value data):

Stock-based compensation expense related to RSUs was $4.5 million and $2.3 million for the three-month periods ended September 30, 2026 and 2025, respectively.

Stock-based compensation expense related to RSUs was $11.7 million and $6.6 million for the nine-month periods ended September 30, 2026 and 2025, respectively.

As of September 30,2026, there was $16.1 million of total unrecognized compensation expense related to grants of RSUs that is expected to be recognized over a weighted-average period of 1.8 years.

Performance Stock Units

In connection with the annual grant of performance stock units (“PSUs”) in January 2026, the Company has granted PSUs to its Chief Executive Officer ("CEO"), which PSUs are subject to both time-based vesting conditions and market-based conditions. Both the service and market conditions must be satisfied for the PSUs to vest. The PSUs consist of four equal tranches, based on achievement of a share price condition if the Company achieves share price targets of $3.50, $4.50, $5.50, and $6.50, respectively, over 30 consecutive trading days during a performance period commencing on January 21, 2026 and ending on January 21, 2031. The fair value of each of the Performance Tranches (as defined in the individual agreements pursuant to which the PSUs were granted) was $0.2 million, $0.2 million, $0.1 million, and $0.1 million, respectively, and have a grant date fair value per share of restricted stock of $3.26, $3.06, $2.87, and $2.69, respectively. To the extent that any of the performance-based requirements are met, the grantee must also provide continued service to the Company through at least January 21, 2027 to receive any shares of common stock underlying the PSUs and through January 21, 2031 to receive all of the shares of common stock underlying the PSUs that have satisfied the applicable market-based requirement. The maximum number of shares that can be earned under this PSU grant is 200,000 shares, with 25% of the total award allocated to each Performance Tranche. Between 0% and 100% of each Performance Tranche of the PSUs will vest on each of the tranche dates.

The Company recognizes compensation expense related to the PSUs using the accelerated attribution method over the requisite service period. Stock-based compensation expense for PSUs is based on a performance measurement of 100%. The compensation expense will not be reversed even if the performance metrics are not met.

Stock-based compensation expense related to PSUs was $0.3 million and $0.5 million for the three-month periods ended September 30, 2026 and 2025, respectively.

Stock-based compensation expense related to PSUs was $0.7 million and $1.5 million for the nine-month periods ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, there was $1.2 million of total unrecognized compensation expense related to grants of PSUs that is expected to be recognized over a weighted-average period of 1.9 years.

The grant date fair value for each PSU was estimated using a Monte-Carlo simulation model that incorporates option-pricing inputs covering the period from the grant date through the end of the performance period. The unobservable significant inputs to the valuation model at the time of award issuance were as follows:

During the nine-month period ended September 30, 2026, the Company had the following non-vested PSU activity (in thousands, except grant date fair value data):

Income (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted income (loss) per share (in thousands, except share and per share data):

For the three- and nine-month periods ended September 30, 2026, a total of 0 and 45,554, respectively, shares of dilutive securities, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

Forthe three- and nine-month periods ended September 30, 2025, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. The number of securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not antidilutive was 3,734,557 and 2,383,032 equivalent shares of dilutive securitiesfor the three- and nine-month period ended September 30, 2025, respectively.

Impairment

The carrying values of the Company's reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units.

Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

As discussed above under Assets held for sale, in March 2025, the Company entered into an agreement to sell the assets of itstwo Mexico television stations. As a result of the terms of this transaction, as revised during negotiations, the Company recorded impairment charges of $5.5 million and $29.2 million for the three- and nine-month periods ended September 30, 2025, respectively.

Loss on Lease Abandonment

At the time of a lease termination, the operating lease right-of-use ("ROU") asset is derecognized, while the corresponding lease liability is evaluated and derecognized by the Company based any remaining contractual obligations as of the lease termination date.

The Company’s corporate headquarters and main operational offices for its audio operations are currently located in Burbank, California. The Company's corporate headquarters and main operational offices for its audio operations were previously located in Santa Monica, California. The Company occupied approximately 38,000 square feet of space in the building housing its previous corporate headquarters under a lease, as amended, that was scheduled to expire on January 31, 2034. The Company vacated the facility in February 2025 and ceased making further lease payments. As a result, during the first quarter of 2025 the Company recorded a loss on lease abandonment charges of $16.1 million related to the ROU asset associated with this lease, and $9.1 million related to leasehold improvements associated with this lease. As of September 30, 2026, the Company's consolidated balance sheet included $6.5 million of operating lease liabilities and $18.1 million of long-term operating lease liabilities related to this lease. For more information, see Note 4.

In addition, the Company has abandoned six additional leased facilities, with impacted employees transitioning to remote work. See more details under "Restructuring" below. The Company does not expect to incur additional liabilities related to these abandoned leases.

Restructuring

During the third quarter of 2025, the Company's management began to implement an ongoing organization design plan (the "Plan") intended to support revenue growth and reduce expenses, primarily in the Company’s media operations.

Key components of the Plan that have been implemented include a redu ction of approximately 5% of the Company's media segment workforce, including the termination of one executive and certain back-office personnel, the abandonment of six leased facilities, with most of the impacted employees at those facilities transitioning to remote work, and the shutdown of certain legacy international operations within the ATS segment.

The Company accounts for its restructuring charges as a liability when the obligations are incurred and records such charges at fair value. As a result of the implementation of the Plan and the actions described above, the Company recorded total charges of $0.4 million and $1.4 million for the three- and nine-month period ended September 30, 2026, respectively, which are included within Restructuring costs in the Company's Condensed Consolidated Statements of Operations.

The following table rolls forward the activity in the restructuring liability:

The Company may incur additional charges associated with the Plan; however, it is unable to estimate the amount of such future charges as of September 30, 2026.

Credit Facility

The Company entered into the Credit Facility, pursuant to the Credit Agreement dated as of March 17, 2023 (the "Original 2023 Credit Agreement"), by and among the Company, Bank of America, N.A., as Administrative Agent, and the other financial institutions party thereto as Lenders (collectively the “Lenders” and individually each a “Lender”). The Original 2023 Credit Agreement amended, restated and replaced in its entirety the Company's previous credit agreement. The Original 2023 Credit Agreement was amended as of July 15, 2025, effective as of June 30, 2025 (the “2025 Amendment”), with respect to certain financial covenants and certain other provisions of the Credit Facility, and was further amended as of March 18, 2026 (the “2026 Amendment”), with respect to a certain administrative clarification of the calculation of financial covenants. The Original 2023 Credit Agreement, the 2025 Amendment and the 2026 Amendment are collectively referred to as the “Amended Credit Agreement”.

Asprovided in the Amended Credit Agreement, the Credit Facility consists of (i) a $200.0 million senior secured Term A Facility (the "Term A Facility"), which was drawn in full at the time the Company entered into Original 2023 Credit Agreement, and (ii) a $30.0 million Revolving Credit Facility (the “Revolving Credit Facility”), of which $11.5 million was drawn at such time. In addition, the Amended Credit Agreement provides that the Company may increase the aggregate principal amount thereof by an additional amount equal to $100.0 million plus the amount that would result in the Company’s First Lien Net Leverage Ratio (as defined in the Amended Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions. The Credit Facility matures on March 17, 2028 (the “Maturity Date”).

The Credit Facility is guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by the Company’s and those subsidiaries’ assets.

The Company’sborrowings under the Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the Amended Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio (as defined in the Amended Credit Agreement) or (ii) the Base Rate (as defined in the Amended Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. In addition, the unused portion of the Revolving Credit Facility is subject to a rate per annum between 0.30% and 0.40%, depending on the Total Net Leverage Ratio.

As of September 30, 2026, the interest rate on the Company's Term A Facility and the drawn portion of the Revolving Credit Facilitywas 6.61%.

The amounts outstanding under the Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Term SOFR loan. The principal amount of the Term A Facility shall be paid in installments on the dates and in the respective amounts set forth in the Amended Credit Agreement, with the final balance due on the Maturity Date.

The Company incurred debt issuance costs of $1.8 million associated with the Credit Facility. Debt outstanding under the Credit Facility is presented net of issuance costs on the Company's Condensed Consolidated Balance Sheets. The debt issuance costs are amortized on an effective interest basis over the term of the Credit Facility and are included in interest expense in the Company's Condensed Consolidated Statements of Operations.

The Company paid the lenders consenting to the 2025 Amendment a fee equal to 0.05% of the amount of outstanding loans and commitments held by such lenders under the Original 2023 Credit Agreement. No fee was payable by the Company to the lenders in connection with the 2026 Amendment.

The Company incurred additional debt issuance costs of $0.3 million associated with entering into the Amended Credit Agreement. The debt issuance costs are amortized on an effective interest basis over the term of the Credit Facility, and are included in interest expense in the Company's Condensed Consolidated Statements of Operations.

The covenants of the Amended Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Amended Credit Agreement requires compliance with financial covenants related to Total Net Leverage Ratio, not to exceed 4.00 to 1.00, and Interest Coverage Ratio (as defined in the Amended Credit Agreement) with a minimum permitted ratio of 2.00 to 1.00 (calculated as set forth in the Amended Credit Agreement). As of September 30, 2026, the Company believes that it is in compliance with all covenants in the Amended Credit Agreement.

In addition, the Amended Credit Agreement:

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provides for quarterly amortization in the amount of $5.0 million; and

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calculates leverage ratios based on an annualized average consolidated EBITDA for the eight most recently completed fiscal quarters and provides for cash netting in the amount of up to $60.0 million.

The Amended Credit Agreement also includes customary events of default, as well as the following events of default, that are specific to the Company:

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any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect; or

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the interruption of operations of any television or radio station for more than 96 consecutive hours during any period of seven consecutive days.

The Amended Credit Agreement further includes customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Amended Credit Agreement.

There is a security agreement in effect with respect to the Credit Facility.

Thecarrying amount of the Term Loan A Facility as of September 30, 2026 approximated its fair value and was $142.1 million, net of $0.4 million of unamortized debt issuance costs and original issue discount.

Concentrations of Credit Risk and Trade Receivables

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company has bank deposits in excess of Federal Deposit Insurance Corporation insurance limits. As of September 30, 2026, the majority of all U.S. deposits are maintained in three financial institutions. The Company has not experienced any losses in such accounts and believes that it is not currently exposed to significant credit risk on cash and cash equivalents. In addition, to the Company's knowledge, all or substantially all of the bank deposits held in banks outside the United States, primarily Spain and Singapore, are not insured.

The Company’s credit risk is spread across a large number of advertisers, thereby spreading the trade receivable credit risk. The Company routinely assesses the financial strength of its customers and, as a consequence, believes that it is managing its trade receivable credit risk effectively. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables, based on a review of all outstanding amounts on a monthly basis. An allowance for doubtful accounts is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts.

Trade receivables from the two largest advertisers represented 20% and 12%, respectively, of the Company's total trade receivables as of September 30, 2026. No other advertiser represented more than 5% of the Company's total trade receivables as of September 30, 2026 and December 31, 2025.

Revenue from the two largest advertisers represented 30% and 8%, ofthe Company's total revenue for the three-month period ended September 30, 2026. Revenue from the two largest advertisers represented 35% and 6%, ofthe Company's total revenue for the nine-month period ended September 30, 2026. No other advertiser represented more than 5% of the Company's total revenuefor the three- and nine-month periods ended September 30, 2026.

Revenue from the largest advertiser represented 9% of the Company's total revenue for the three-month period ended September 30, 2025. No other advertiser represented more than 5% of the Company's total revenue for the three-month period ended September 30, 2025. No advertiser represented more than 5% of the Company's total revenue for the nine-month period ended September 30, 2025.

These advertisers pay on a current basis and therefore management believes that it is managing this risk.

Allowance for Credit Losses

The accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. The Company evaluates the collectability of its trade accounts receivable based on a number of factors. When the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company's recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

Estimated losses for bad debts are provided for in the consolidated financial statements through a charge that aggregated $0.5 million for each of the three-month periods ended September 30, 2026 and 2025, and $1.3 million of expense and $1.0 million of expense for the nine-month periods ended September 30, 2026 and 2025. The net charge off of bad debts aggregated $0.1 million and $0.8 million for the three-month periods ended September 30, 2026 and 2025, respectively, and $0.3 million and $1.3 million for the nine-month periods ended September 30, 2026 and 2025, respectively.

Fair Value Measurements

The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date.

Accounting Standards Codification ("ASC") 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring and nonrecurring basis in the condensed consolidated balance sheets (in millions):

The Company’s money market account is comprised of cash and cash equivalents, which are recorded at their fair market value within Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

The Company’s available for sale debt securities are comprised of corporate bonds and notes, asset-backed securities, and U.S. Government securities. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within Marketable securities in the Consolidated Balance Sheets and their unrealized gains or losses are included in other comprehensive income. Realized gains and losses from the sale of available for sale securities are included in the Consolidated Statements of Operations and were determined on a specific identification basis.

As of September 30, 2026, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands):

The Company’s available for sale debt securities are considered for credit losses under the guidance of Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326). As of September 30, 2026 and December 31, 2025, the Company determined that a credit loss allowance is not required.

Included in interest income was a de minimis amount for the three-month period ended September 30, 2026 and $0.1 million for the three-month period ended September 30, 2025, related to the Company’s available for sale securities. Includedin interest income was $0.1 millionand $0.2 million for the nine-month periods ended September 30, 2026 and 2025, respectively, related to the Company’s available for sale securities.

Income Taxes

Income taxes for interim periods are determined based on the Company’s estimated annual effective tax rate, which is applied to year-to-date operating results, adjusted for the tax effect of discrete items that are recognized entirely in the interim period in which they occur.

For the three-month period ended September 30, 2026, the Company recorded an income tax expense of $6.9 million, representing an effective tax rate of 27%, compared to an income tax benefit of $2.8 million, representing an effective tax rate of 23%, for the three-month period ended September 30, 2025. For the nine-month period ended September 30, 2026, the Company recorded an income tax expense of $20.0 million, representing an effective tax rate of 28%, compared to an income tax benefit of $11.7 million, representing an effective tax rate of 16%, for the nine-month period ended September 30, 2025.

The Company’s effective tax rate for both the three- and nine-month periods ended September 30, 2026 differed from the U.S. federal statutory rate of 21.0% primarily due to foreign and state taxes, non-deductible executive compensation, share-based compensation from foreign employees, and Net Controlled Foreign Corporation Tested Income.

The Company’s effective tax rate for both the three- and nine-month periods ended September 30, 2025 differed from the U.S. federal statutory rate of 21.0% primarily due to foreign and state taxes, changes in valuation allowances on deferred tax assets, non-deductible executive compensation, share-based compensation from foreign employees, Global Intangible Low-Taxed Income, and transaction costs.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) ("AOCI") includes foreign currency translation adjustments and changes in the fair value of available for sale securities.

The following table provides a roll-forward of accumulated other comprehensive income (loss) (in thousands):

Foreign Currency

The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies, primarily the Euro, are translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the Condensed Consolidated Statements of Operations.

Cost of Revenue

Cost of revenue consists of the costs of online media acquired from third-parties in both the Company's media and ATS segments.

Recent Accounting Pronouncements

There were no new accounting pronouncements that were issued or became effective since the issuance of the Company's 2025 10-K that had, or are expected to have, a material impact on the Company’s condensed consolidated financial statements.

Newly Adopted Accounting Standards

There were no new accounting standards that were adopted since the issuance of the Company's 2025 10-K.

3. REVENUES

Revenue Recognition

Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount equal to the consideration the Company expects to be entitled to in exchange for those services.

Broadcast Advertising. Revenue related to the sale of advertising on the Company's television and radio stations is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense.

Digital Advertising. Revenue related to digital advertising, in both our media and ATS segments, is recognized when display or other digital advertisements record impressions on the websites and mobile and Internet-connected television apps of media companies on whose digital platforms the advertisements are placed or as the advertiser’s previously agreed-upon performance criteria are satisfied. The Company has concluded that it is the principal in the transaction and therefore recognizes revenue on a gross basis, because (i) the Company is responsible for fulfillment of the contract, including customer support, resolving customer complaints, and accepting responsibility for the quality or suitability of the product or service; (ii) the Company has pricing discretion over the transaction; and (iii) the Company carries inventory risk for all inventory purchased regardless of whether the Company is able to collect on a transaction.

Retransmission Consent. The Company generates revenue from retransmission consent agreements that are entered into with MVPDs. The Company grants the MVPDs access to its television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Revenue is recognized as the television signal is delivered to the MVPDs.

Spectrum Usage Rights. The Company generates revenue from agreements associated with its television stations’ spectrum usage rights. Revenue is recognized in accordance with the contractual fees over the term of the agreement or when the Company has relinquished all or a portion of its spectrum usage rights for a station or have relinquished its rights to operate a station on the existing channel free from interference.

The Company does not disclose the value of unsatisfied performance obligations when (i) contracts have an original expected length of one year or less, which applies to essentially all of the Company's advertising contracts; and (ii) variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property, which applies to retransmission consent revenue.

The Company expenses contract acquisition costs, such as sales commissions generated either by internal direct sales employees or through third party advertising agency intermediaries, when such costs are incurred because the amortization period is one year or less. These costs are recorded within direct operating expenses.

The Company records deferred revenues within Accounts payable and accrued expenses in the Consolidated Balance Sheets, when cash payments are received or due in advance of its performance, including amounts which are refundable. The change in the deferred revenue balance is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenues recognized that were included in the deferred revenue balance in the prior period.

The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is typically 30 days. For certain individual customers and customer types, the Company generally requires payment before the services are delivered to the customer.

Disaggregated Revenue

The following table presents our revenues disaggregated by major source (in thousands):

Contracts are entered into directly with customers or through an advertising agency that represents the customer. Sales of advertising to customers or agencies within a station’s designated market area (“DMA”) are referred to as local revenue, whereas sales from outside the DMA are referred to as national revenue. The following table further disaggregates the Company’s broadcast advertising revenue by sales channel (in thousands):

The following table further disaggregates the Company’s revenue by geographical region, based on the location of the sales office (in thousands):

Deferred Revenue

4. LEASES

The Company’s leases are considered operating leases and primarily consist of real estate such as office space, broadcasting towers, land and land easements. The operating leases are reflected within the consolidated balance sheet as Operating leases right of use asset with the related liability presented as Operating lease liabilities and Long-term operating lease liabilities. Lease expense is recognized on a straight-line basis over the lease term. Generally, lease terms include options to renew or extend the lease. Unless the renewal option is considered reasonably certain, the exercise of any such options has been excluded from the calculation of lease liabilities.

The following table summa rizes the expected future payments related to lease liabilities as of September 30, 2026:

The Company’s existing leases have remaining terms of less than one year up to 24 years. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of September 30, 2026 were 8.1 yearsand 6.3%, respectively. The weighted average remaining lease term and the weighted average discount rate used to calculate the Company’s lease liabilities as of December 31, 2025 were 8.5 years and 6.3%, respectively.

The Company’s corporate headquarters and main operational offices for its audio operations are currently located in Burbank, California. The Company's corporate headquarters and main operational offices for its audio operations were previously located in Santa Monica, California. The Company occupied approximately 38,000 square feet of space in the building housing its previous corporate headquarters under a lease, as amended, that was scheduled to expire on January 31, 2034. The Company vacated the facility in February 2025 and ceased making further lease payments. As a result, during the first quarter of 2025 the Company recorded a loss on lease abandonment charges of $16.1 million related to the right of use asset associated with this lease, and $9.1 million related to leasehold improvements associated with this lease. As of September 30, 2026, the Company's Condensed Consolidated Balance Sheet included $6.5 million of operating lease liabilities and $18.1 million of long-term operating lease liabilities related to this lease.

The following table summarizes lease payments and supplemental non-cash disclosures:

The following table summarizes the components of lease expense:

For the three-month period ended September 30, 2026, lease cost of $1.5 million and $1.1 million, were recorded to direct operating expenses and selling, general and administrative expenses, respectively. For the nine-month period ended September 30, 2026, lease cost of $4.6 million, $3.0 million and $0.1 million, were recorded to direct operating expenses, selling, general and administrative expensesand corporate expenses, respectively.

For the three-month period ended September 30, 2025, lease cost of $1.4 million, $1.2 million and $0.1 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively. For the nine-month period ended September 30, 2025, lease cost of $4.3 million, $3.5 million and $0.3 million, were recorded to direct operating expenses, selling, general and administrative expenses and corporate expenses, respectively.

As discussed above, in February 2025 the Company's management decided to vacate its previous corporate headquarters in Santa Monica, California and cease making further payments under the lease, as amended, which lease was scheduled to expire June 30, 2034. Onor about July 22, 2025, the Company’s now former landlord of the Company’s former headquarters in Santa Monica, California commenced litigation against the Company in Los Angeles County Superior Court. The plaintiff alleges that the Company breached its lease and the plaintiff seeks at least $31.5 million in damages. The plaintiff filed an amended complaint on or about August 26, 2025 and the Company filed an answer on or about September 25, 2025, denying the plaintiff's allegations. Discovery has commenced and the court has tentatively set a trial date in June 2027. The Company intends to vigorously defend against the claims brought by the plaintiff and assert defenses to the claims raised. The Company is currently unable to estimate possible costs and other expenses or charges that may be incurred by the Company as a result of the lease termination.

5. SEGMENT INFORMATION

The Company has organized its operations intotwo reportable segments. Its media segment consists of its television, radio and digital marketing operations. Its ATS segment consists of Smadex and Adwake.

Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, impairment charge, loss on lease abandonment, restructuring costs, other operating (gain) loss, and foreign currency (gain) loss. The Company generated 55% and 43% of its revenue from continuing operations outside the United States during thethree-month periods ended September 30, 2026 and 2025, respectively. The Company generated 59% and 39% of its revenue from continuing operations outside the United States during the nine-month periods ended September 30, 2026 and 2025, respectively.

The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands):

*Percentage not meaningful.

Asset information by segment is not reported because the Company does not use this measure to assess performance or make decisions to allocate resources.

6. COMMITMENTS AND CONTINGENCIES

The Company is subject to various outstanding claims and other legal proceedings that may arise from time to time in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to any such matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

7. SUBSEQUENT EVENT

The Company entered into a purchase agreement with Sunset Boulevard Broadcasting Corporation (“SBBC”) on November 3, 2026, pursuant to which the Company will sell WFTT-TV, serving the Tampa-St. Petersburg, Florida market, for $30.0 million in cash. The transaction is structured as a sale of the membership interests of a Company subsidiary that holds the station. An affiliate of SBBC currently programs the station under a carriage agreement that will terminate at closing. The purchase agreement contains customary representations, warranties, covenants, indemnification provisions and termination rights. The transaction is subject to regulatory approval and other customary conditions, and is expected to close in the fourth quarter of 2026 or the first quarter of 2027.